FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of
March
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
HSBC HOLDINGS PLC
ISSUANCE OF PERPETUAL SUBORDINATED CONTINGENT CONVERTIBLE
SECURITIES
Reference
is made to the announcement dated 20 March 2018 (the "
Announcement
") made by HSBC Holdings plc
(the "
Company
"). Unless
otherwise defined in this announcement, capitalised terms used
herein shall have the same meanings given to them in the
Announcement.
The
Company is pleased to announce that all of the conditions precedent
under the Securities Terms Agreement have been satisfied (or where
permitted, waived) and US$2,350,000,000 6.250% Perpetual
Subordinated Contingent Convertible Securities (Callable 23 March
2023 and Every Five Years Thereafter) (including US$100,000,000 in
connection with the exercise of the over-allotment option) (ISIN
US404280BN80) (the "
2023
Securities
") and US$1,800,000,000 6.500% Perpetual
Subordinated Contingent Convertible Securities (Callable 23 March
2028 and Every Five Years Thereafter) (including US$ 50,000,000 in
connection with the exercise of the over-allotment option) (ISIN
US404280BP39) (together with the 2023 Securities, the "
Securities
") were issued on
23 March 2018 in accordance with the terms of the Securities Terms
Agreement.
Application
has been made for the Securities to be admitted to listing on the
Official List of the Irish Stock Exchange and to trading on its
Global Exchange Market.
Investor enquiries to:
|
|
UK -
Greg Case
|
Tel: +44 (0) 20 7992 3825
|
Hong
Kong - Hugh Pye
|
Tel: +852 2822 4908
|
Media enquiries to:
|
|
UK -
Heidi Ashley
|
Tel:
+44 (0) 20 7992 2045
|
HK -
Gareth Hewett
|
Tel:
+852 2822 4929
|
Disclaimers
The
distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes are required to inform themselves about and to observe any
such restrictions.
This
announcement does not constitute an offer or an invitation to
subscribe or purchase any of the Securities. No action has been
taken in any jurisdiction to permit a public offering of the
Securities where such action is required other than in the US. The
offer and sale of the Securities may be restricted by law in
certain jurisdictions.
The
Securities are complex financial instruments and are not a suitable
or appropriate investment for all investors. In some jurisdictions,
regulatory authorities have adopted or published laws, regulations
or guidance with respect to the offer or sale of securities such as
the Securities to retail investors. In particular, in June 2015,
the UK Financial Conduct Authority (the "
FCA
") published the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015,
which set out certain rules and took effect from 1 October 2015
(the "
PI Rules
"). In
addition, (i) on 1 January 2018, the provisions of Regulation (EU)
No 1286/2014 (as amended, the "
PRIIPs Regulation
") on key information
documents for packaged and retail and insurance-based investment
products became directly applicable in all European Economic Area
("
EEA
") member states and
(ii) MiFID II was required to be implemented in EEA member states
by 3 January 2018. Together, the PI Rules, the PRIIPs Regulation
and Directive 2014/65/EU (as amended, "
MiFID II
") are referred to as the
"
Regulations
".
The
Regulations set out various obligations in relation to (i) the
manufacturing and distribution of financial instruments and (ii)
the offering, sale and distribution of packaged retail and
insurance-based investment products and certain contingent
write-down or convertible securities, such as the
Securities.
Potential
investors should inform themselves of, and comply with, any
applicable laws, regulations or regulatory guidance with respect to
any resale of the Securities (or any beneficial interests therein),
including the Regulations.
The
Company and some or all of the Securities Managers are required to
comply with some or all of the Regulations. By purchasing, or
making or accepting an offer to purchase, any Securities (or any
beneficial interest therein) from the Company and/or the Securities
Managers, each prospective investor represents, warrants, agrees
with and undertakes to the Company and its affiliates and each of
the Securities Managers and their affiliates that:
(1)
it is not a retail client (as defined in MiFID II);
(2)
whether or not subject to the Regulations, it will not (A) sell or
offer the Securities to retail clients (as defined in MiFID II) or
(B) communicate (including the distribution of the Prospectus or
the Prospectus Supplement) or approve an invitation or inducement
to participate in, acquire or underwrite the Securities (or any
beneficial interests therein)
where that
invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client (as defined
in MiFID II). In selling or offering the Securities or making or
approving communications relating to the Securities, it may not
rely on the limited exemptions set out in the PI Rules;
and
(3)
it will at all times comply with all applicable laws, regulations
and regulatory guidance (whether inside or outside the EEA)
relating to the promotion, offering, distribution and/or sale of
the Securities (or any beneficial interests therein), including
(without limitation) MiFID II and any other applicable laws,
regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the
Securities (or any beneficial interests therein) by investors in
any relevant jurisdiction.
Where
acting as agent on behalf of a disclosed or undisclosed client when
purchasing, or making or accepting an offer to purchase, any
Securities (or any beneficial interests therein) from the Company
and/or the Securities Managers the foregoing representations,
warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client. For the
avoidance of doubt, the restrictions described above do not affect
the distribution of the Securities in jurisdictions outside the
EEA, such as the US, provided that any distribution into the EEA
complies with the PI Rules.
The
Securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II;
(ii) a customer within the meaning of Directive 2002/92/EC (as
amended), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus
Directive. Consequently no key information document required by the
PRIIPs Regulation for offering or selling the Securities or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation. The expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments
thereto, including Directive 2010/73/EU), and includes any relevant
implementing measure in any Member State.
For and
on behalf of
HSBC Holdings plc
B J S Mathews
Group Company Secretary
Notes to editors:
1. HSBC Holdings plc
HSBC Holdings plc, the parent company of the HSBC Group, is
headquartered in London. The Group serves customers worldwide from
around 3,900 offices in 67 countries and territories in Europe,
Asia, North and Latin America, and Middle East and North Africa.
With assets of US$
2,522b
n
at
31
December
2017, HSBC is one of the world's largest banking and financial
services organisations.
2. The Board of Directors of HSBC Holdings plc as at the date of
this announcement is:
Mark
Tucker*, John Flint, Phillip Ameen†, Kathleen
Casey
†
, Laura
Cha
†
, Henri de
Castries
†
, Lord Evans of
Weardale
†
, Joachim
Faber
†
, Irene
Lee
†
, John
Lipsky
†
, Iain Mackay,
Heidi Miller
†
, Marc Moses,
David Nish
†
, Jonathan
Symonds
†
, Jackson
Tai
†
and Pauline van der Meer Mohr
†
.
*
Non-executive Group Chairman
†
Independent
non-executive Director
ends/all
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
|
|
|
|
By:
|
|
Name:
Ben J S Mathews
|
|
Title:
Group Company Secretary
|
|
|
|
Date:
23
rd
March 2018
|
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